omnibio8kex102_1221009.htm


     

     

    EXHIBIT
10.2

    


    WARRANT
BOD #16

    


    WARRANT
TO PURCHASE SHARES

    OF
COMMON STOCK

    OF
OMNI BIO PHARMACEUTICAL, INC.

    


    Warrant
to Purchase 300,000 Shares of Common Stock

    (subject
to adjustment as set forth herein)

    


    Exercise
Price $3.00 Per Share

    (subject
to adjustment as set forth herein)

    


    VOID
AFTER 5 P.M., MST, November 13, 2016

    


    THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR REGISTERED OR QUALIFIED UNDER
ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.  THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED, IN WHOLE
OR IN PART, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
QUALIFICATION FILED IN ACCORDANCE WITH THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT.

    


    Omni Bio Pharmaceutical, Inc.,
5350 South Roslyn, Suite 400, Greenwood Village, CO 80111, (the "Company"),
hereby certifies that, for value received, Robert C. Ogden, 6042 S.
Sheridan Way, Littleton, CO 80123 (who, together with any subsequent holder of
this warrant (“Warrant”), is referred to as the "Holder"), is entitled, subject
to the terms and conditions set forth below, to purchase from the Company at any
time before 5 PM, MST, on November 13, 2016 ("Expiration Date”), up to Three
Hundred Thousand (300,000) of the Company's $.001 par value Common Stock (the
"Shares") at a purchase price of $3.00 per Share (the "Exercise
Price").

    


    The term
"Warrant" as used herein shall include this Warrant and any Warrants issued in
substitution for or replacement of this Warrant, or any Warrants into which this
Warrant may be divided or exchanged.  The number and character of the
securities purchasable upon exercise of this Warrant and the Exercise Price are
subject to adjustment as provided below.

    


    Shares
underlying this Warrant (the “Warrant Shares”) vest according to the schedule
below assuming that the Holder has continuously served as an employee,
non-employee director, advisor or consultant of the Company through such date
subject to Sections 14 and 15 below.

    


    
      	
              Vest Date

            	
              # of Shares

            
	 
      	 
      
	
              November
      20, 2009

            	
              60,000

            
	
              September
      30, 2010

            	
              80,000

            
	
              September
      30, 2011

            	
              80,000

            
	
              September
      30, 2012

            	
              80,000

            


    

    


    


    
      
        
           


        

        
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      1.      Exercise of
Warrant.

       

      
        	
              	
                (a)

              	
                Subject
      to the other terms and conditions of this Warrant, the purchase rights
      evidenced by this Warrant may be exercised in whole or in part at any
      time, and from time to time before the Expiration Date, by the Holder's
      presentation and surrender of this Warrant to the Company at its principal
      office, accompanied by a duly executed Notice of Exercise, in the form
      attached to and by this reference incorporated in this Warrant as
      Exhibit A, and by payment of the aggregate Exercise Price, in
      immediately available funds, for that number of Shares specified in the
      Notice of Exercise.  In the event this Warrant is exercised in
      part only, as soon as is practicable after the presentation and surrender
      of this Warrant to the Company for exercise, the Company shall execute and
      deliver to the Holder a new Warrant, containing the same terms and
      conditions as this Warrant, evidencing the right of the Holder to purchase
      that number of Shares as to which this Warrant has not been
      exercised.

              


         

        
          
            	
                     
      

                  	
                    (b)

                  	
                    
                      Upon
      receipt of this Warrant by the Company as described in subsection (a)
      above, the Holder shall be deemed to be the holder of record of the Shares
      issuable upon such exercise, notwithstanding that the transfer books of
      the Company may then be closed or that certificates representing such
      Shares may not have been prepared or actually delivered to the Holder.
      

                    

                  


          

           

        

      

    

    2.      Exchange, Assignment or Loss
of Warrant.

    


    
      	
               
      

            	
              (a)

            	
              This
      Warrant may be sold, transferred or assigned at any time after the Warrant
      has vested, in whole or in part, if (i) the transfer is by operation
      of law as a result of the death of any Holder to whom all or a portion of
      this Warrant may be transferred, (ii) the transfer is to any
      successor of the Holder's business and (iii) to such other persons
      for which transaction an exemption from the registration requirements of
      the Act can be established to the satisfaction of the
      Company.  Any assignment or transfer of this Warrant shall be
      made by the presentation and surrender of this Warrant to the Company at
      its principal office, accompanied by a duly executed Assignment Form, in
      the form attached to and by this reference incorporated in this Warrant as
      Exhibit B.  Upon the presentation and surrender of these
      items to the Company, the Company, at its sole expense, shall execute and
      deliver to the new Holder or Holders a new Warrant or Warrants, containing
      the same terms and conditions as this Warrant, in the name of the new
      Holder or Holders as named in the Assignment Form, and this Warrant shall
      at that time be canceled.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Warrant, alone or with other Warrants containing the same terms and
      conditions and owned by the same Holder, is exchangeable at the option of
      the Holder but at the Company's sole expense, at any time prior to its
      expiration either by its terms or by its exercise in full upon
      presentation and surrender to the Company at its principal office for
      another Warrant or other Warrants, of different denominations but
      containing the same terms and conditions as this Warrant, entitling the
      Holder to purchase the same aggregate number of Shares that were
      purchasable pursuant to the Warrant or Warrants presented and
      surrendered.  At the time of presentation and surrender by the
      Holder to the Company, the Holder also shall deliver to the Company a
      written notice, signed by the Holder, specifying the denominations in
      which new Warrants are to be issued to the
  Holder.

            


    

    


    
      
        
           


        

        
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              (c)

            	
              The
      Company will execute and deliver to the Holder a new Warrant containing
      the same terms and conditions as this Warrant upon receipt by the Company
      of evidence reasonably satisfactory to it of the loss, theft, destruction,
      or mutilation of this Warrant, provided that (i) in the case of loss,
      theft, or destruction, the Company receives from the Holder a reasonably
      satisfactory indemnification, and (ii) in the case of mutilation, the
      Holder presents and surrenders this Warrant to the Company for
      cancellation.  Any new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company
      regardless of whether the Warrant that was lost, stolen, destroyed, or
      mutilated shall be enforceable by anyone at any
  time.

            


    

    


    3.      Anti-Dilution
Provisions.

    


    3.1       Stock Splits, Dividends,
Etc.

    


    
      	
               
      

            	
              (a)

            	
              If
      the Company shall at any time subdivide its outstanding shares of Common
      Stock (or other securities at the time receivable upon the exercise of the
      Warrant) by recapitalization, reclassification or split-up thereof, or if
      the Company shall declare a stock dividend or distribute shares of Common
      Stock to its stockholders, the number of shares of Common Stock subject to
      this Warrant immediately prior to such subdivision shall be
      proportionately increased, and if the Company shall at any time combine
      the outstanding shares of Common Stock by recapitalization,
      reclassification or combination thereof, the number of shares of Common
      Stock subject to this Warrant immediately prior to such combination shall
      be proportionately decreased. Any such adjustment and adjustment to the
      Exercise Price pursuant to this section shall be effective at the
      close of business on the effective date of such subdivision or combination
      or if any adjustment is the result of a stock dividend or distribution
      then the effective date for such adjustment based thereon shall be the
      record date therefore.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Whenever
      the number of shares of Common Stock purchasable upon the exercise of this
      Warrant is adjusted, as provided in this section, the Exercise Price shall
      be adjusted to the nearest cent by multiplying such Exercise Price
      immediately prior to such adjustment by a fraction (x) the numerator of
      which shall be the number of shares of Common Stock purchasable upon the
      exercise immediately prior to such adjustment, and (y) the denominator of
      which shall be the number of shares of Common Stock so purchasable
      immediately thereafter.

            


    

     

    
      
        
           


        

        
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                3.2

              	
                Adjustment for
      Reorganization, Consolidation, Merger, Etc.  In case of
      any reorganization of the Company (or any other corporation, the
      securities of which are at the time receivable on the exercise of this
      Warrant) shall consolidate with or merge into another corporation or
      convey all or substantially all of its assets to another corporation,
      then, and in each such case, the Holder of this Warrant upon the exercise
      at any time after the consummation of such reorganization, consolidation,
      merger or conveyance, shall be entitled to receive, in lieu of the
      securities and property receivable upon the exercise of this Warrant prior
      to such consummation,
      the securities or property to which such Holder would have been entitled
      upon such consummation if such Holder had exercised this Warrant
      immediately prior thereto; in each such case, the terms of this Warrant
      shall be applicable to the securities or property received upon the
      exercise of this Warrant after such
  consummation.

              


      

       

    

    
      	
               
      

            	
              3.3

            	
              Certificate as to
      Adjustments.  In each case of an adjustment in the number
      of shares of Common Stock receivable on the exercise of this Warrant, the
      Company at its expense shall promptly compute such adjustment in
      accordance with the terms of this Warrant and prepare a certificate
      executed by an officer of the Company setting forth such adjustment and
      showing the facts upon which such adjustment is based.  The
      Company shall forthwith mail a copy of each such certificate to each
      Holder.  The failure to prepare or provide such certificate
      shall not modify the rights of any party
  hereunder.

            


    

    


    3.4       Notices of Record Date,
Etc.  In case:

    


    
      	
               
      

            	
              (a)

            	
              the
      Company shall take a record of the holders of its Common Stock (or other
      securities at the time receivable upon the exercise of this Warrant) for
      the purpose of entitling them to receive any dividend (other than a cash
      dividend at the same rate as the rate of the last cash dividend
      theretofore paid) or other distribution, or any right to subscribe for,
      purchase or otherwise acquire any shares of stock of any class or any
      other securities, or to receive any other right;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              of
      any voluntary or involuntary dissolution, liquidation or winding-up of the
      Company, then, and in each such case, the Company shall mail or cause to
      be mailed to each Holder a notice specifying, as the case may be,
      (i) the date on which a record is to be taken for the purpose of such
      dividend, distribution or right, and stating the amount and character of
      such dividend, distribution or right, or (ii) the date on which such
      reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up is to take place, and the time, if
      any, to be fixed, as to which the holders of record of Common Stock (or
      such other securities at the time receivable upon the exercise of this
      Warrant) shall be entitled to exchange their shares of Common Stock (or
      such other securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up.  Such notice shall be
      mailed at least twenty (20) days prior to the date therein specified, and
      this Warrant may be exercised prior to said date during the term of this
      Warrant.

            


    

    


    
      	
               
      

            	
              3.5

            	
              Threshold for
      Adjustments.  Anything in this section to the contrary
      notwithstanding, the Company shall not be required to give effect to any
      adjustment until the cumulative resulting adjustment in the Exercise Price
      pursuant to this Section 3 shall have required a change of the
      Exercise Price by at least $.01, but when the cumulative net effect of
      more than one adjustment so determined shall be to change the Exercise
      Price by at least $.01, such full change in the Exercise Price shall
      thereupon be given effect.  No adjustment shall be made by
      reason of the issuance of shares upon conversion rights, stock issuance
      rights or similar rights currently outstanding or any change in the number
      of treasury shares held by the
Company.

            


    

    


    
      
        
           


        

        
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              4.

            	
              Reservation
      of Shares.
      The Company hereby agrees that at all times prior to the Expiration
      Date, it will have authorized and will reserve and keep available for
      issuance and delivery to the Holder that number of Shares that may be
      required from time to time for issuance and delivery upon the exercise of
      the then unexercised portion of this Warrant and all other similar
      Warrants then outstanding and
unexercised.

            


    

    
       

      
        
          	
                   
      

                	
                  5.

                	
                  Representations of the
      Holder.   The Company hereby agrees that at
      all times prior to the Expiration Date, it will have authorized and will
      reserve and keep available for issuance and delivery to the Holder that
      number of Shares that may be required from time to time for issuance and
      delivery upon the exercise of the then unexercised portion of this Warrant
      and all other similar Warrants then outstanding and
      unexercised.

                


        

         

      

      
        	
                 
      

              	
                (a)

              	
                The
      Holder represents and warrants that the Holder is acquiring this Warrant
      and the Shares solely for the Holder’s own account for investment and not
      with a view to or for sale or distribution of said Warrant or Shares or
      any part thereof.  The Holder also represents that the entire
      legal and beneficial interests of this Warrant and Shares the Holder is
      acquiring are being acquired for, and will be held for, the Holder’s
      account only.

              


      

      
         

        
          	
                   
      

                	
                  (b)

                	
                  
                    The
      Holder understands that this Warrant and the Shares have not been
      registered under the Act, or the securities laws of any applicable state,
      on the basis that no distribution or public offering of the stock of the
      Company is to be effected.  The Holder realizes that the basis
      for the exemption may not be present if, notwithstanding the Holder’s
      representations, the Holder has a present intention of acquiring the
      securities for a fixed or determinable period in the future, selling (in
      connection with a distribution or otherwise), granting any participation
      in, or otherwise distributing the securities.  The Holder has no
      such present intention.

                  

                


        

         

      

      
        	
                 
      

              	
                (c)

              	
                The
      Holder recognizes that this Warrant and the Shares must be held
      indefinitely unless they are subsequently registered under the Act or an
      exemption from such registration is available.  The Holder
      recognizes that the Company has no obligation to register this Warrant or
      the Shares, or to comply with any exemption from such registration. This
      Warrant, the Shares, and all other securities issued or issuable upon
      exercise of this Warrant, may not be offered, sold or transferred, in
      whole or in part, except in compliance with the Act, and except in
      compliance with all applicable state securities
  statutes.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Holder is aware that neither this Warrant nor the Shares may be sold
      pursuant to Rule 144 adopted under the Act unless certain conditions are
      met.

              


      

       

    

    
      	
               
      

            	
              (e)

            	
              The
      Holder understands and agrees that all certificates evidencing the
      Exercise Shares shall bear legends substantially in the form of the
      following:

            


    

    


    
      	
               
      

            	
              "The
      securities represented by this Certificate have not been registered under
      the Securities Act of 1933 ("the Act") and are 'restricted securities' as
      that term is defined in Rule 144 under the Act.  The
      securities may not be offered for sale, sold or otherwise transferred
      except pursuant to an effective registration statement under the Act or
      pursuant to an exemption from registration under the Act, the availability
      of which is to be established to the satisfaction of the
      Company."

            


    

    


    
      
        
           


        

        
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              6.

            	
              Rights
      of the Holder.  The Holder
      shall not be entitled to any rights as a shareholder in the Company by
      reason of this Warrant, either at law or equity, except as specifically
      provided for herein.  The Company covenants, however, that for
      so long as this Warrant is at least partially unexercised, it will furnish
      any Holder of this Warrant with copies of all reports and communications
      furnished to the shareholders of the
Company.

            


    

    


    
      	
               
      

            	
              7.

            	
              Charges
      Due Upon Exercise.  The Company shall pay any and all
      issue or transfer taxes, including, but not limited to, all federal or
      state taxes, that may be payable with respect to the transfer of this
      Warrant or the issue or delivery of Shares upon the exercise of this
      Warr                                                                                                                                                      
      ant.

            


    

    


    
      	
               
      

            	
              8.

            	
              Shares
      to be Fully Paid.  The Company
      covenants that all Shares that may be issued and delivered to a Holder of
      this Warrant upon the exercise of this Warrant will be, upon such
      delivery, validly and duly issued, fully paid and
      non-assessable.

            


    

    


    
      	
               
      

            	
              9.

            	
              Notices.  All
      notices, certificates, requests, or other similar items provided for in
      this Warrant shall be in writing and shall be personally delivered or
      deposited in the United States mail, postage prepaid, addressed to the
      respective party as indicated in the portions of this Warrant preceding
      Section 1.  All notices shall be deemed to be delivered
      upon personal delivery or upon the expiration of three (3) business days
      following deposit in the United States mail, postage
      prepaid.  The addresses of the parties may be changed, and
      addresses of other Holders and holders of Shares may be specified, by
      written notice delivered pursuant to this Section 14.  The
      Company's principal office shall be deemed to be the address provided
      pursuant to this Section for the delivery of notices to the
      Company.

            


    

    


    
      	
              10.

            	
              Applicable
      Law.  This
      Warrant shall be governed by and construed in accordance with the laws of
      the State of Colorado, and courts located in Colorado shall have exclusive
      jurisdiction over all disputes arising hereunder except as provided in
      Section 15 hereof.

            


    

     

    
      
        
          	
                  11.

                	
                  Dispute
      Resolution.     The parties shall attempt in good faith to
      resolve any controversy or claim arising out of or relating to this
      Warrant, or the breach, termination, or validity thereof (a “Dispute”)
      promptly by negotiation between the parties.  If a Dispute has
      not been resolved within thirty (30) days by negotiation, the parties
      shall attempt to mediate the Dispute through the selection of a mutually
      agreeable mediator who shall conduct such mediation in
      confidence.  If a Dispute is not resolved by mediation, then the
      Dispute shall be settled by arbitration in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association, and governed by
      the United States Arbitration Act, 9 U.S.C. §§ 1-16, except as otherwise
      provided herein.  Judgment upon the award rendered by the
      arbitrator may be entered by any court having jurisdiction
      thereof.  The place of arbitration shall be Denver,
      Colorado.  Each party shall be responsible for his own attorney
      fees incurred during any phase of dispute resolution.  The
      arbitrator shall apply the law to the dispute in the same manner as a
      judge as though the dispute was before a court of law of the State of
      Colorado.  The arbitrator shall have the authority to award any
      remedy or relief that a court of the State of Colorado could order or
      grant, including, without limitation, specific performance of any
      obligation created under the Agreement, the issuance of an injunction, or
      the imposition of sanctions for abuse or frustration of the arbitration
      process.  Notwithstanding the foregoing, the arbitrator shall
      not have authority to award punitive damages.  The parties shall
      take all reasonable steps necessary to conduct a hearing no later than
      forty-five (45) days after submission of the matter to
      arbitration.  The arbitrator shall render his decision within
      fifteen (15) days after the close of the arbitration
      hearing.  The arbitration award shall be in writing and shall
      specify the factual and legal bases for the
      award.

                


        

        
          


        

      

    

    


    
      
        
           


        

        
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                  12.

                	
                  Market Standoff
      Agreement. The Holder shall not sell, dispose of, transfer,
      make any short sale of, grant any option for the purchase of, or enter
      into any hedging or similar transaction with the same economic effect as a
      sale, any Common Stock (or other securities) of the Company held by the
      Holder, for a period of time specified by the managing underwriter(s) or
      placement agent(s), as applicable, (not to exceed one hundred eighty (180)
      days) following the effective date of a primary underwritten public
      offering by the Company of any Common Stock (or other securities) or
      private placement by the Company of any Common Stock (or other
      securities).  Holder agrees to execute and deliver such other
      agreements as may be reasonably requested by the Company and/or the
      managing underwriter(s) or placement agent(s) which are consistent with
      the foregoing or which are necessary to give further effect
      thereto.  In order to enforce the foregoing covenant, the
      Company may impose stop-transfer instructions with respect to such Common
      Stock (or other securities) until the end of such period.  The
      underwriters or placement agents of the Company’s stock are intended third
      party beneficiaries of this Section 12 and shall have the right, power and
      authority to enforce the provisions hereof as though they were a party
      hereto.

                


        

         

      

    

    
      	
                
      13.

            	
              Change
      of Control of the Company. As used herein, a "Change of Control"
      shall be deemed to have occurred
if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Any
      "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act) (other than persons who are stockholders on the effective date of the
      Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under
      the Exchange Act), directly or indirectly, of securities of the Company
      representing more than 50% of the voting power of the then outstanding
      securities of the Company; provided that a Change of Control shall not be
      deemed to occur as a result of a change of ownership resulting from the
      death of a stockholder and a Change of Control shall not be deemed to
      occur as a result of a transaction in which the Company becomes a
      subsidiary of another corporation and in which the stockholders of the
      Company immediately prior to the transaction will beneficially own,
      immediately after the transaction, shares entitling such stockholders to
      more than 50% of all votes to which all stockholders of the parent
      corporation would be entitled in the election of directors (without
      consideration of the rights of any class of stock to elect directors by a
      separate class vote); or

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      stockholders of the Company approve (or, if stockholder approval is not
      required, the Board approves) an agreement providing for (i) the merger or
      consolidation of the Company with another corporation where the
      stockholders of the Company immediately prior to the merger or
      consolidation will not beneficially own, immediately after the merger or
      consolidation, shares entitling such stockholders to more than 50% of all
      votes to which all stockholders of the surviving corporation would be
      entitled in the election of directors (without consideration of the rights
      of any class of stock to elect directors by a separate class vote),
      (ii) the sale or other disposition of all or substantially all of the
      assets of the Company, or (iii) a liquidation or dissolution of the
      Company.

            


    

    


    
      
        
           


        

        
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                 14.

            	
              Consequences
      of a Change of Control.

            


    

    


     

    (a)    Notice and
Acceleration.    Upon a Change of Control,
(i) the Company shall provide the Holder a written notice of such Change of
Control, (ii) on the date prior to the Change of Control the Warrant shall
automatically accelerate and become fully exercisable, and (iii) the
restrictions and conditions on the Warrant shall immediately lapse.

     

    (b)    Assumption
of Warrant.    Upon a Change of Control where the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), any outstanding portion of the Warrant that is not
exercised shall be assumed by, or replaced with comparable warrants and/or
options by, the surviving corporation.

     

    
      	
              15. 

            	
               Termination of Employment, Services,
      Disability or Death.

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      the event the Holder ceases to be employed by, or provide service to, the
      Company for any reason other than Disability, death, or termination for
      Cause, any unvested Warrant Shares will be forfeited and cancelled on the
      date on which the Holder ceases to be employed by, or provide service to,
      the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event the Holder ceases to be employed by, or provide service to, the
      Company due to termination for Cause by the Company, this Warrant shall
      terminate as of the date the Holder ceases to be employed by, or provide
      service to, the Company. In addition, notwithstanding any other provisions
      of this Section 15, if the Company determines that the Holder has
      engaged in conduct that constitutes Cause at any time while the Holder is
      employed by, or providing service to, the Company or after the Holder's
      termination of employment or service, this Warrant shall immediately
      terminate, and the Holder shall automatically forfeit all Shares
      underlying any exercised portion of this Warrant for which the Company has
      not yet delivered the share certificates, upon refund by the Company of
      the Exercise Price paid by the Holder for such shares. Upon any exercise
      of this Warrant, the Company may withhold delivery of share certificates
      pending resolution of an inquiry that could lead to a finding resulting in
      forfeiture.

            


    

    
      


      
        	
                 
      

              	
                (c)

              	
                In
      the event the Holder ceases to be employed by or provide service to the
      Company due to Disability or death, all Warrant Shares shall immediately
      become vested and exercisable. In the circumstance of death, this Warrant
      shall pass to the Holder’s estate.

              


      

      


      
        	
                 
      

              	
                For purposes of this
      Section 15:

              


      

      


      
        	
                 
      

              	
                 (1)

              	
                "Employed
      by or provide service to the Company" shall mean employment or service as
      an employee, non-employee director, advisor or consultant (so that, for
      purposes of exercising this Warrant, the Holder shall not be considered to
      have terminated employment or service until the Holder ceases to be an
      employee, non-employee director, advisor or
  consultant).

              


      

       

      
        
          	
                   
      

                	
                   (2)

                	
                  "Disability"
      shall mean permanent and total disability.  An individual is
      permanently and totally disabled if he is unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than 12 months.  An individual shall not be considered to be
      permanently and totally disabled unless he furnishes proof of the
      existence thereof in such form and manner, and at such times, as the Board
      may require.

                


        

         

      

    

    
      
        
           


        

        
          -
8 -

          
            

          

        

        
           


        

      

    

    
       

      
         

        
          	
                   
      

                	
                   (3)

                	
                  "Cause"
      shall mean, except to the extent specified otherwise by the Company or its
      Board of Directors (the “Board”), a finding by the Company or Board that
      the Holder (i) has breached his or her employment or service contract
      with the Company, (ii) has engaged in disloyalty to the Company,
      including, without limitation, fraud, embezzlement, theft, commission of a
      felony or proven dishonesty in the course of his or her employment or
      service, (iii) has disclosed trade secrets or confidential
      information of the Company to persons not entitled to receive such
      information or (iv) has engaged in such other behavior detrimental to
      the interests of the Company as the Company or Board
      determine.

                


        

        


      

    

       
16.      Miscellaneous
Provisions.

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms and conditions contained herein, this Warrant shall be
      binding on the Company and its successors and shall inure to the benefit
      of the original Holder, its successors and assigns and all holders of
      Shares and the exercise of this Warrant in full shall not terminate the
      provisions of this Warrant as it relates to holders of
    Shares.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Company fails to perform any of its obligations hereunder, it shall be
      liable to the Holder for all damages, costs and expenses resulting from
      the failure, including, but not limited to, all reasonable attorney's fees
      and disbursements.

            


    

    


    
      	
               
      

            	
              (c)

            	
              This
      Warrant cannot be changed or terminated or any performance or condition
      waived in whole or in part except by an agreement in writing signed by the
      party against whom enforcement of the change, termination or waiver is
      sought.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      any provision of this Warrant shall be held to be invalid, illegal or
      unenforceable, such provision shall be severed, enforced to the extent
      possible, or modified in such a way as to make it enforceable, and the
      invalidity, illegality or unenforceability shall not affect the remainder
      of this Warrant.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Company agrees to execute such further agreements, conveyances,
      certificates and other documents as may be reasonably requested by the
      Holder to effectuate the intent and provisions of this
      Warrant.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Paragraph
      headings used in this Warrant are for convenience only and shall not be
      taken or construed to define or limit any of the terms or provisions of
      this Warrant.  Unless otherwise provided, or unless the context
      shall otherwise require, the use of the singular shall include the plural
      and the use of any gender shall include all
  genders.

            


    

    


    


    
      
        
           


        

        
          -
9 -

          
            

          

        

        
           


        

      

    

    
      


      


      
        	 
      	 
      	 
      	
                OMNI BIO PHARMACEUTICAL,
    INC.

              
	 
      	 
      	 
      	 
      	 
      
	
                ATTEST:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By

              	
                /s/
      Robert Ogden

              	 
      	
                By

              	
                /s/
      Vicki D.E. Barone

              
	 
      	
                Robert
      Ogden

              	 
      	 
      	
                Vicki
      D.E. Barone

              
	 
      	
                Secretary

              	 
      	 
      	
                Chairperson
      of the Board

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Date

              	 
      	 
      	
                Date

              	 
      


      

      


    

    
      
        
           


        

        
          -
10 -

          
            

          

        

        
           


        

      

    

    
      


      EXHIBIT
A

      


      NOTICE
OF EXERCISE

      


      (To be
executed by a Holder desiring to exercise the right to purchase Shares pursuant
to a Warrant.)

      


          The
undersigned Holder of a Warrant hereby:

      
        
          


          
            	 
      	
                    (a) 
      irrevocably elects to exercise the Warrant to the extent of purchasing
      _______________ Shares;

                  
	 
      	 
      
	 
      	
                     (b)  
      makes payment in full of
      the aggregate Exercise Price for those Shares in the amount of $
      by the delivery of
      immediately available funds in the amount of $ __________;

                  
	 
      	 
      
	 
      	
                    (c) 
      requests that certificates evidencing the securities underlying such
      Shares be issued in the name of the undersigned, or, if the name and
      address of some other person is specified below, in the name of such other
      person:

                  
	 
      	
                     

                  


            
              _______________________________________________


              


              _______________________________________________

               

              _______________________________________________


              (Name and
address of person other than
the

              undersigned
in whose name Shares are to be registered)

               

            

            	 
      	
                    (d) 
      requests, if the number of Shares purchased are not all the Shares
      purchasable pursuant to the unexercised portion of the Warrant, that a new
      Warrant of like tenor for the remaining Shares purchasable pursuant to the
      Warrant be issued and delivered to the undersigned at the address stated
      below.

                  


          

          


        

         

      

      
        	 
      	 
      	 
      	 
      
	
                Dated: __________________________________________                     

              	 
      	 
      	___________________________________________________________ 
      
	
                 

              	 
      	 
      	
                Signature

              
	 
      	 
      	 
      	
                (This
      signature must conform in all respects 

                to
      the name of the Holder as specified on the 

                face
      of the Warrant.)

              
	 
      	 
      	 
      	 
      
	___________________________________________________ 
      	 
      	 
      	 
      
	
                Social
      Security Number

              	 
      	 
      	___________________________________________________________ 
      
	
                or
      Employer ID Number

              	 
      	 
      	
                Printed
      Name

              
	 
      	 
      	 
      	 
      
	
                 

              	 
      	
                Address:

              	
                 
      __________________________________________________________

                 

                 
      __________________________________________________________

              
	 
      	 
      	 
      	 
      


      

      


      
        
          
             


          

          
            -
11 -

            
              

            

          

          
             


          

        

      

      


      


      EXHIBIT
B

      


      ASSIGNMENT
FORM

      


      


      FOR VALUE
RECEIVED, the undersigned,  ____________________________________,
hereby sells, assigns and transfers unto:

      


      Name: ___________________________________________________                

      (Please type or print in block
letters)

      


      Address: _________________________________________________

       

             
_________________________________________________           

      


      


      Tax ID or
SSN:  ___________________________________________

      


      the right
to purchase  _______ Shares of Omni Bio Pharmaceutical, Inc. (the
"Company") pursuant to the terms and conditions of the Warrant held by the
undersigned.  The undersigned hereby authorizes and directs the
Company (i) to issue and deliver to the above-named assignee at the above
address a new Warrant pursuant to which the rights to purchase being assigned
may be exercised, and (ii) if there are rights to purchase Shares remaining
pursuant to the undersigned's Warrant after the assignment contemplated herein,
to issue and deliver to the undersigned at the address stated below a new
Warrant evidencing the right to purchase the number of Shares remaining after
issuance and delivery of the Warrant to the above-named
assignee.  Except for the number of Shares purchasable, the new
Warrants to be issued and delivered by the Company are to contain the same terms
and conditions as the undersigned's Warrant.  To complete the
assignment contemplated by this Assignment Form, the undersigned hereby
irrevocably constitutes and
appoints _________________________________________________________
as the
undersigned's attorney-in-fact to transfer the Warrants and the rights
thereunder on the books of the Company with full power of substitution for these
purposes.

      


      


      


      
        	
                Dated: ________________________________

              	________________________________________________________________________ 
      
	 
      	
                Signature

              
	 
      	
                (This
      signature must conform in all respects

              
	 
      	
                 to
      the name of the Holder as specified on the

              
	 
      	
                 face
      of the Warrant.)

              
	 
      	 
      
	 
      	 
      
	 
      	________________________________________________________________________  
      
	 
      	
                Printed
      Name

              
	 
      	 
      
	 
      	 
      
	 
      	
                Address: ________________________________________________________________

              
	 
      	
                 
      

                ________________________________________________________________________ 
      

              


      

      


      


      
        
          
             


          

          
            -
12 -